Terms and Conditions
1. QUOTATIONS: SUBJECT TO ACCEPTANCE WITHIN 30 DAYS. Quotations are based on the cost of labor and materials on the date of the quote. If changes occur in the cost of material, labor or other costs prior to acceptance, the right is reserved to change the price quoted. Subsequent orders will be subject to price revision if required. Quotations do not include postage, freight, or applicable taxes unless specified separately.
2. CANCELLATIONS: Order may be cancelled by the Customer at any time by notice in writing with the understanding that WAM Print Mail Fulfillment (WAM) will be compensated in full for any work or services performed, and any materials and purchases made prior to or on the cancellation date.
3. ALTERATIONS/SPECIFICATIONS: Prices quoted herein are based upon our understanding of the specifications submitted. If there are changes in specifications or instructions resulting in additional costs, the work performed will be billed at current rates.
4. WARRANTIES AND NO AGENCY: WAM GIVES OR PROVIDES NO EXPRESS WARRANTIES, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OTHER THAN EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. WAM shall neither have nor exercise nor take any action which might tend to create an apparent employer-employee or agency relationship between customer and WAM. WAM is, and shall remain, an independent contractor.
5. WAM LIABILITY: WAM shall be solely liable for errors and costs associated with loss of property and postage costs on mailings sent in error by WAM and the same shall not be charged to the Customer, provided that Customer has notified WAM of such error within 30 days after the error occurs or 5 Business Days after Customer has actual knowledge of error. If Customer fails to notify WAM of error within such period, Customer shall be deemed to have waived the error. If Customer timely notifies WAM of any error, WAM shall credit Customer’s account within 30 Business Days after situation resolution. WAM’s liability for damages shall be limited to the value of the work performed that is in error. Except to the extent provided in this Paragraph 5, WAM shall not be liable to Customer or to any other person for any claim of damages arising, directly or indirectly, from any failure of WAM to perform any of its duties under these Terms and Conditions. WAM shall not be liable for special or exemplary damages or for incidental or consequential damages including, but not limited to, loss of anticipated profits or other economic loss arising out of WAM’s failure to perform any of its duties under these Terms and Conditions. WAM shall not be liable for changes in postage costs due to error on the part of Customer.
6. POSTAGE: Quotations do not generally include postage. SHOULD POSTAGE BE QUOTED, IT IS AN ESTIMATE ONLY—POSTAGE RATES ARE NOT GUARANTEED. Payment of postage in advance is required on all orders which use WAM permits. In special cases, if requested, WAM may agree to advance postage, but may add a fee. Prepaid or collect freight bills paid by us are subject to a handling charge.
7. INDEMNIFICATION: The Customer agrees to defend and hold WAM harmless in any suit or court action brought against WAM for any claims, damages, costs and reasonable attorney fees, resulting from printing or mailing any copy, photographs or illustrations provided by the customer hereunder.
The Customer agrees that WAM may refuse at any time to print or mail any such copy, photographs or illustrations of any kind.
8. DATABASES/MAILING LISTS: The Customer’s database/mailing list(s) in WAM’s possession for storage or otherwise is the exclusive property of the Customer and shall be used only at the Customer’s instructions. WAM will assume responsibility for replacement of such database/list(s) in the event of loss by fire, vandalism, theft, or other such causes, only if the Customer has a duplicate database/list or has the source material from which the database/list(s) was compiled, and then only to the extent of costs involved in replacing what was lost. WAM does not otherwise assume any liability or responsibility for compiling such database/list(s), nor for any intangible or special value attached thereto.
9. MATERIAL SUPPLIED FOR/BY CUSTOMERS: WAM assumes that any materials supplied by the Customer conform to formats communicated by WAM and will be delivered in a timely fashion for processing in accordance with production deadlines. Materials furnished to WAM which are not up to standard and result in excessive production time will be subject to pricing at special rates. WAM will make reasonable efforts to notify the Customer when the deficiency is discovered, and obtain approval for handling at special rates before proceeding with the work. Title to the materials remains at all times with the Customer.
All direct mail handling and processing involves spoilage. Allowances for spoilage should be taken into consideration in ordering material for WAM to process. Every effort will be made to handle the Customer’s material with frugality and to prevent undue spoilage. WAM is not responsible for shortages of material as a result of spoilage during processing.
10. DELIVERY SCHEDULES: WAM will make all reasonable efforts to meet requested mailing dates, but WAM ACCEPTS NO LIABILITY FOR OUR FAILURE TO MEET ANY REQUESTED MAIL DATES SHOULD ANY SPECIFICATIONS OR CONDITIONS CHANGE or if lateness is due to Customer, or Customer’s supplier actions, or if WAM experiences any mechanical breakdown or any other factors outside its control. In addition, WAM CANNOT GUARANTEE WHEN MAIL TRANSPORTED TO THE POST OFFICE BY US WILL BE DELIVERED BY THE U.S. POSTAL SERVICE. Quoted prices are based upon a specific set of time schedules for completion. ANY REQUESTED DEVIATION FROM THE SCHEDULE DESCRIBED OR AGREED BY BOTH PARTIES AT COMMECEMENT OF ORDER MAY ALTER THE QUOTED PRICE.
11. PROOFS: WAM will submit proofs along with original copy for the customer’s review and approval. Corrections will be returned to the provider on a “master set” marked “O.K.”, “O.K. with corrections”, or “Revised proof required” and signed by the customer. Until the master set is received, no additional work will be performed. WAM will not be responsible for undetected production errors if:
a. Proofs are not required by the customer.
b. The work is printed per the customer’s “O.K.”
c. Requests for changes are communicated orally
12. FORCE MAJEURE: Neither party shall be liable for any failure of or delay in performance of its obligation under this Agreement to the extent such failure or delay is due to acts of God, natural disasters, labor disputes, acts of governmental bodies, or mechanical breakdown, or any other circumstances beyond its reasonable control (collectively referred to as “Force Majeure”), nor shall any such failure or delay give the other party the right to terminate this Agreement.
13. ENTIRE AGREEMENT: AMMENDMENTS, WAIVERS, CONSENTS, ETC: This Agreement, including all attached addendums, which are incorporated herein by reference, constitute the entire Agreement of parties and supersedes all prior contemporaneous understanding and agreements of the parties, Unless this Agreement specifically provides otherwise, no amendments, modifications, waivers, consents or approvals shall be binding or effective unless in writing and signed by both parties, except that a waiver needs to be signed only by the party waiving. The Customer may not assign any rights and/or obligations under this Agreement without WAM’s prior written consent.
14. TERMS: Regular invoices payable net thirty (30) days with approved credit. If this proposal is made to and accepted by an agency, WAM reserves the right to hold the agency and the Customer jointly and severally liable for any amount due and payable under this Agreement. PAST DUE AMOUNTS ARE SUBJECT TO A 2% PER MONTH LATE PAYMENT FEE. All collection fees, legal fees or other costs associated with the collection of a past due account shall be paid for by the Customer.
15. PRINTING MATERIALS: Printed materials may be subject to Michigan sales tax.
16. GOVERNING LAW: This Agreement shall be governed by the laws of Michigan.